Unexpected Sleepover
by kaloobia
Summary: Levy can't accept an invitation for a sleepover from Lucy, but is forced to by Gajeel. Boy, this will definitely be a long and lustful night. Rated M for later chapters, and for Gajeel's potty mouth.
1. Chapter 1

**A/N: Hey guys! Yes, yes, I know I should keep starting new stories all the time, but I couldn't help myself with this, being a giant GaLe fan. :) Anyway, this is probably going to be a three-shot, and if you are not fond of sex and such, then you probably shouldn't read this, since there will be some in the upcoming chapters. If you have no problem with it, then I hope you enjoy :) Please R&R!**

**-kaloobia**

**Unexpected Sleepover**

"Aw, c'mon, Levy-chan! Come over tonight! Pleeeeaaaase?" Lucy whined as her best friend gathered her stuff (books and such).

"I'm sorry Lu-chan, I'd really love to, but I have a lot of work," Levy replied apoligetically. And it was true. For the past week or so, Lucy had been trying to convince her to stay at her house for a sleepover. However, since Levy had signed up for a mission that required a lot of studying, she had been forced to decline every time. "I have a lot to do, and it wouldn't be fun for you if all I did was study while you just sat there, waiting for me to finish," was her excuse every time. She really didn't want to bore her friend when she went to the trouble of inviting her over, so she had promised that , as soon as she finished with her mission, she would come over to her place for a few nights.

But that didn't stop the Celestial Spirit mage from trying to convince her to come every time she saw her. It was Friday, the perfect 'girls night in' night, and Lucy was determined to get Levy to come over.

"Come on! There'll be cake and soda and pictures of Gajeel!" Levy snapped her head as she heard this, her face as red as Erza's hair.

"Don't just make things up! Why would _you_, of all people, have pictures of Gajeel?! And why would I care?!" she exclaimed, trying to cover up for her embarrassement. In reality, she really wanted to see pictures of Gajeel, as he had been gone for a whole week on a mission with Panther Lily. She missed his pierced face (as odd as that might sound), his muscular build, his awkward laugh, even the way he would call her 'Shrimp'. So a photo really wouldn't be that bad, especially if it was one of him shirtless- _No! Don't go there! You can think about that when you get home!_ Levy shook her head trying to get rid of the growing blush on her cheeks: thankfully, Lucy failed to notice this. The blond mage tried again:

"Can't you just finish your work _after_ we have the sleepover? You're a really quick worker, I'm sure you could manage it!"

"Sorry, Lu-chan, but the rent for Fairy Hills is my first priority," Levy apologized as she gathered the last of her books. Lucy pouted, but gave up.

"Fine. But please call me as soon as you're done!" she ordered pleadingly. Levy nodded and smiled as her best friend skipped off. But her mood went back to being upset as she gazed over the three large bags of books on the floor that she had just gathered. Jet and Droy had already left the guild two hours ago, so she couldn't ask them for help. She sighed heavily, grabbing all three of the bags. _I can do this! Just a few miles 'till Fairy Hills!_ was her motivation as she started to drag the books out of the guild and toward her dorm, in the building that was far, far away from her current location.

. . . . . . . . . .

Levy heaved and panted as she dropped her small body onto a nearby bench. It had been an hour since she left the guild, and she wasn't even sure that she'd traveled a quarter of the way. It would take her all night to get to Fairy Hills! How did she usually get to her dorm so fast again?

...Right, Jet usually carried her there... She sighed deeply as she tried to catch her breath. She was exhausted! It sucked that she had such a small body: she could barely do anything herself, always having to rely on someone else. If she could at least be cute or pretty like Lucy, then she wouldn't care as much. But _nooooo_! God just _had_ to give her a weak, miniscule body like the one she had. She would never get Gajeel's attention this way!

Her thoughts traveled back to the dragon slayer: he was the complete opposite of her, tall, strong, confident... She had admited to herself long ago that she had feelings for the man, and had even tried dropping hints around him. But the jerk was absurdly dense, just making it clear that he thought she was weird and weak. Why she fell for him, Levy had no idea. But she couldn't help it: she loved the way he smelled, acted, how he would risk his life for his comerades, how he acted all tsundere but just had trouble showing the way he really felt, everything. Others would think that she would still have trouble trusting him, especially after what he did to Team Shadow Gear when he was still in Phantom Lord. But she had long since forgiven him, for he had saved her life plenty of times as repayment. Even though it was obvious to her that he barely even thought of her as a friend, she still chased after him, even though it was around a figure 8. But she didn't care: as long as hadn't rejected her, there was always that slight, tiny chance, right?

Levy sighed once again: who was she kidding? There was no way he liked her back; she was pretty much just like Juvia in this situation.

She suddenly heard a low growling sound, sending a shiver down her spine. She quickly stood up, ready to sprint away, bu then remembered the three bags she had with her. Maybe she should just leave them there? But it was crucial research material, she couldn't just abandon it after all the trouble she had gone through! She heard the sound again, but this time louder, closer. Levy was extremely frightened now, not knowing who or what the sound was coming from or how she was going to defend both herself and the books. Oh God, I'm screwed, Levy thought as she heard the creature step up behind her, not daring to turn her head in fear of what she might see.

Boy, wasn't she surprised to when she heard a familiar voice comment:

"What the hell, Shrimp, are you gonna face me or not?"

"Idiot, be a bit nicer," another voice piped up. A wave of relief washed over the small solid script mage as she realized who these voices belonged to. She turned to face both Gajeel and Panther Lily with a grin on her face, as well as a small blush of embarassement for thinking that they were monsters.

"Hey, you two! Finally got back from your mission?" she asked in attempt to start a conversation.

"Gihi, that's right, Bookworm," Gajeel answered gleefully, "Got rid of a dark guild all by ourselves! But those guys were wimps, so it wasn't really that difficult." His exceed rolled his eyes.

"Gee, why don't you be even _more_ modest, Gajeel?"

"Shut up, cat." Levy giggled, enjoying the familiar company. That's when the difficult question came out of Gajeel's mouth:

"So, Shrimp, what are you doing out so late? Shouldn't you be at home already?"

"Huh? Oh, uh, y-yeah, just, um, taking a little walk, to, uh, freshen up... " Levy laughed nervously as she tried to cover up the three bags with her small body.

Like that was going to work. Gajeel immediately spotted the books, and didn't even bother asking if they were heavy: he knew that they were the cause of her problem. Turning to Panther Lily, he asked:

"Oi, Lily, we have a large couch at our place, right?" Lily, catching on, grinned as he answered:

"That's right, it's large enough for someone to sleep in, isn't it?" Gajeel nodded as his smirk turned into an evil grin as well. Levy, starting to realize where this was going, started to panic.

"Hey, h-hold on! Y-You aren't going to-?" Without warning, Gajeel swung all three bags over his shoulder (with surprising ease, Levy noticed) and started to walk without any particular hurry, Panther Lily trailing close behind.

"You're staying over at our place tonight, Bookworm," Gajeel replied without turning around, answering her unspoken question. Levy was able to catch up to them, though just barely, and waving her arms around frantically, exclaimed:

"H-Hold on! You can't just decide something like that on your own! Besides, I have lots of studying to do, and-!"

"You can study at our place: we'll be quiet, so don't fucking worry about it, got that, Shrimp?" Gajeel responded indifferently. Levy finally gave up after getting a reassuring glance from the exceed, and huffed as she followed them with no more complaining.

But after a while, she didn't mind it so much. She had a very nice view: Gajeel's muscular back. He wasn't wearing his cape (probably lost it during his mission), and everyone had to use at least a _little bit_ of energy to lift three whole bags full of books: the way the muscles in his back and arms were flexing made Levy's heart flutter. Panther Lily smirked as he caught that dreamy look in her eyes and, sprouting wings and flying over, he got close to her ear and whispered:

"Like what you see?" Levy's face flushed deep red as she reaslised what Lily was talking about, and she frantically shook her head 'no', though she knew that it was no use. _Damn, that cat knows everything!_

"Hey, you two, are ya comin' or not?" Gajeel, his face scrunched up in confusion, called out a bit further ahead, realising that they had both slowed bown quite a bit.

"Coming, you big oaf!" Lily called back, flying back over and receiving a menacing glare from his partner. Ignoring the look (much to Gajeel's annoyance), he glanced at Levy and exclaimed:

"You too, Levy, hurry up! It's not that much further!" Levy, having recovered from the embarassment, nodded, and ran to catch up. This was going to be a long night.

And probably lustful, too.


	2. Chapter 2

"We're here!" Gajeel exclaimed, kicking the door open (robberies were rare in Fiore, so it wasn't uncommon for people to leave thier doors unlocked). Levy followed him into the apartment, not really sure what to think as she observed the rooms. She had always imagined that if Gajeel lived there, it would be all dark, with walls that were painted black and plenty of metal to eat in case he ever got hungry. But the apartment that she now stood in was painted a light cream color, with a good amout of furniture scattered in every room, all quite comfy-looking. There was a small (white!) bathroom, a living room with a table, tv and a couch (probably the one that she was going to be sleeping on), a small kitchen and a bedroom down the hall. It looked quite cozy, actually, and Levy felt like she could get used to it.

Gajeel set down the bags onto the floor next to the couch, and streched his arms, causing a few cracks to be heard in the process. Levy blushed as she realised that she was staring at his muscles, and looked away right as he turned to face her.

"So, Shrimp, if you need anyhting, just ask me or Lily, got it?" he told her.

"Ah! Um, actually, do you mind if I take a shower?" Levy asked shyly. Gajeel raised an invisible eyebrow. Was it really weird? Levy always took showers both in the mornings and the evenings, or else she wouldn't feel clean. She was relieved when he answered normally:

"Sure, the bathroom's right around the corner. Take your time." Levy nodded and skipped off to the bathroom. She couldn't believe she was taking a shower in _**Gajeels**_ bathroom! She had to keep herself from squealing happily as she entered the small room and, locking the doors, stripped off her clothes and got into the warm shower, relaxing.

...

Gajeel changed quickly into his night shirt and night pants, then went over to the kitchen to prepare a midnight snack. He couldn't believe the Shrimp was in his house. Well, he had practically forced her to come, but why? Maybe because she had seemed so helpless with those three bags to carry. He really couldn't stand the fact that she was out so late by herself, with such heavy things to carry around and no one to help her. Besides, he had sort of missed her while on the mission, though he'd never say it out loud. He'd missed her a lot, actually. So much that he had started to fantasize about her: her beautiful blue hair, those innocent, hazelnut eyes, her petite but curvy body... He'd had to jerk off a few times, moaning her name under his breath. No one had ever made him feel the way she did. It was too bad that she didn't feel the same, but even though Gajeel knew this, he couldn't help but always long for her.

"Now, now, no naughty thoughts with Levy in the house," he heard Lily warn behind him, a small smirk obviously playing on his lips.

"Damn cat," Gajeel muttered, trying to hide his blush. _What the fuck? Are Exceeds supposed to be so damn smart?_ Even Lily knew about Gajeels feeling toward the bookworm, and had even encouraged him to show her how he felt a couple of times (not that Gajeel had ever listened). It was partially due to this that he had immediately agreed to letting her stay at their place. But Lily liked Levy as well; she always so nice to him, and the way she patted and stroked his fur felt comforting, too. So it'd be a whole lot better for him if they hooked. Said-Exceed hopped onto the counter to look straight at his partner.

"You aren't going to make your move on her tonight?" he asked, raising an eyebrow suggestively. Gajeels eyes widened as he spit out the water he had been drinking: he glared at his cat a he cleaned up the mess he had made.

"Hell no! Then she'll think that this was all planned!"

"Wasn't it?"

"No! I mean, yes, I mean..." Gajeel sighed heavily, "I just felt like I should help 'er, y'know? I mean, she had so much to carry, and she lives all the way over in Fairy Hills, so..."

"So you aren't going to try anything?" Panther Lily asked again.

"Why would I? Besides, I'll just get rejected, and that'll hurt even more than her not knowing how I feel. I don't want to ruin what we already have."

"That's not the Gajeel I know, you coward. The Gajeel I know would take a risk, and if it didn't turn out the way he wanted, he'd either keep going for it or come up with a better solution," Lily commented, shrugging off the piercing glare he was receiving from the dragon slayer. There was a sudden shifting noise, and they both turned to the doorway to see Levy standing there.

Clad in nothing but a light blue towel.

Gajeels breath hitched in his throat, his heartbeat excelerated and his pants suddenly felt too tight for him. He also had to keep himself from getting a nosebleed. She was so. Fucking. HOT. The towel traced a perfect outline of her figure, and was cut _**right above**_ her thigh. Not to mention she had to hold it in place with her hands _**right over**_ her chest! Her face was slightly flushed from the hot water, and the tips of her hair were slightly wet and dripping with water droplets. And her skin was extremely smooth, and so much of it was showing...!

"Um, hey, you wouldn't mind if I, uh, borrowed some spare clothes to sleep in, would you?" Levy asked nervously. Lily, who had noticed Gajeels reaction immediately, quickly but cleanly answered:

"Follow me, Levy, I'll lead you to Gajeels room: I'm sure we can find something that's comfy for you to sleep in." With that, he ushered her out the kitchen. Right as Gajeel released the nosebleed over the sink. _Holy shit!_ What was happening to him? If he couldn't even control himself after seeing _**that**_, then how was he supposed to survive the night? He quickly cleaned the sink, trying desperately to clear his mind of the small mage. But images of her body covered in a towel flew through his mind like bullets, refusing to leave his consciousness. Right after this, he would lock himself in the bathroom and force himself to cum at least ten times! _Great plan_, his consciousness told him sarcastically. After calming down, Gajeel started to make his way out of the kitchen, but then stopped. Levy stood by the couch, about to put the bedding in order, but upon hearing Gajeel, turned to face him. Two words came to Gajeels mind: _fucking cute._ She was dressed in a huge t-shirt (his), accenting all her curves despite being too large for her size, and baggy shorts, short enough to show off her milky white legs.

That was the last straw.

Gajeel forward, slamming Levy against the opposite wall, both arms caging her in. Their lips were inches apart, their faces close enough for Gajeel to get lost in her scent: a mix of roses, honey, and nuts.

_You idiot! What are you doing?!_

I'm going to fuckin' take her here and now.

_Panther Lily will come in at any moment!_

I don't fucking care! It's too much!

Levys eyes were filled with shock, surprise...

_Fear._ That was enough for Gajeel to snap back to reality. Catching his breath, he slowly took his weight off of her and, staggering off to his room, muttered:

"Sorry 'bout that. See you in the mornin'..."


	3. Chapter 3

Levy didn't know how to react, what to think. What had Gajeel just done? Had she done something to upset him? Maybe he was upset about her wearing his clothes? But Gajeel wasn't the type to get angry about something so petty... Maybe she should go apologize? But what would she be apologizing for? What had she done?

Levy felt her head spin. She was tired, and not in the mood for an argument. She would sort it out the next morning, after she got some sleep. She set up the pillow and crawled under the sheets that she was to use as a cover, letting her eyes flutter closed as she fell asleep, still worrying about Gajeel's behaviour.

...

"Well, that was an interesting scene." Lily never held back when questioning or taunting his partner, and tonight was no exception.

"Shut up, y'damn cat..." Gajeel growled as he plopped himself onto his bed, propped onto his elbow and back facing his Exceed. What had he just done? Had he really thought about _fucking_ her back there? He couldn't believe his own mind. And she had looked so scared... Gajeel suddenly felt guilty. Why couldn't he control himself? He'd better come up with a good excuse in the morning as to why he had done it... He heard Panther Lily's taunting voice ask once again:

"Why did you do it, anyway? Too cute to resist?" Gajeel growled.

"Shut up!" he snapped, "I just couldn't control myself for a moment. Besides, weren't you the one who told me to make a move on her?" Lily sighed dramatically.

"Yes, but I was thinking of something more... seductive. I didn't imagine that you would be so straight-forward," he explained, then added, smirking, "Although, you are blunt with everything you do, so I guess I shouldn't expect it you be anymore different with Levy..." He merely slapped away the daggers that Gajeel was shooting him through his glare.

But Panther Lily was right, Gajeel realized. He had to make a move on her at some point, and if he was going to, in a much less aggressive way. Or someone else would. The very thought of Levy with someone else caused Gajeel to growl aggressively. He couldn't-no, he _**wouldn**__**'**__**t**_ let that happen.

Suddenly, images of Levy started popping up in his head once again.

Okay, so maybe do a little bit of important stuff before that.

"I'm going to the restroom," Gajeel grumbled, getting up quickly.

"Take your time..." Panther Lily replied yawning, as if knowing what Gajeel's intentions were. Whether he did or didn't will remain unsaid. Gajeel only grumbled in response as he fled down the hall, and into the bathroom. He would have to be quiet tonight.

He also forgot to lock the door.

…...

Levy woke up with a start, panting heavily as she lay tangled in the now-sweaty sheets. That dream _**again**_! It made sense, as she was in his apartment (and the sheets smelled like him...), but she really had to keep herself under control! What if he had walked into the room? She sighed, weighing her options: should she masturbate? It would help her fall asleep, but she was _**in**__**his**__**house**_, for God's sake! What if Gajeel walked right as she was having an orgasm? She never knew how to stay quiet when she climaxed...

She sighed as she threw off the covers, and started to head for the restroom, feeling she should as well do it behind a door. She felt guilty, doing it as a guest, in someone else's home, but it was _**his**_ fault!

As she neared the bathroom, a noise caught her attention. As she stopped in front of the door, she started to hear grunts and words, and was shocked by the muffled voice that she heard:

"S-Shit...! Lev-vy... Oh God, so close...! F-Fuck... Gah...!" Levy couldn't believe what she was hearing. He was panting _**her**_ name! Her cheeks suddenly felt red, and she felt hornier than she knew she ever could feel. Suddenly the action right before bedtime made complete sense. She pressed her ear cautiously against the door, and by accident let her hand fall to the knob, subconsciously wrapping it around.

...Yeah, so what do you _**think**_ happened? Obviously, Levy slipped, and door flew open, only to reveal a very... arousing scene. Gajeel, with his hand wrapped around his now-cum covered cock, stared back at her, surprised, shocked, embarrassed, speechless and cheeks burning, all at the same time. Levy only stared back, surprised but _**very**_ turned on.

And that's when Gajeel made the first move.

A/N: So! I left you guys with a little cliff-hanger :) Please tell me what you think in your reviews (hint hint), and I might continue :) Thanks!


	4. Chapter 4

Gajeel couldn't hold back: in one swift movement, he had her up against the wall, and kissing her lips ferociously. God, she tasted sweet... Levy was a bit surprised, but started to kiss back, though not as hungrily as the dragon slayer. She wrapped her legs around his waist as he pulled her off the floor to match his height.

_Dear__Kami__, __she__'__s__obliging__!_ Gajeel was so turned on, it wasn't even funny. Levy started to grind their crotches together seductively, despite the fact that she was still fully clothed. It was driving Gajeel crazy, and he growled into the kiss, receiving a giggle in turn. They finally broke apart, panting heavily.

"Looks like someone is rather turned on," Levy stated in a sexy tone, something even she didn't know she could manage to do. Gajeel growled again.

"You shouldn't be one to talk, Shrimp," he replied in husky tone before attacking Levy's neck, causing her to gasp in surprise. She mewled in pleasure as he started to suck on her skin hungrily, biting and nipping at it every now and then: he intended to leave a visible mark. Levy gasped once again as he moved down to her collarbone, sending waves of pleasure through her whole body. She kept grinding their hips together, slowly, knowing this would aggravate the dragon slayer. Her thought was proven correct as he started to rubbing his erect member against her groin, the need to fuck her apparent through his movements. Levy wanted so badly to oblige and just give up the driver's seat, but she wanted to savor the few moments of control that she had. She ran her fingers through his hair, pulling slightly and causing Gajeel to moan into her neck. She pulled him by his hair to kiss him on the lips; he moaned again, giving her the chance to slip her tongue into his mouth.

Gajeel couldn't believe he was being whipped like this. He had always imagined himself on top, fucking Levy senseless while she cried out in pain and pleasure. Strangely, this felt almost as good as when he had fantasized about it: and God, Levy was being so damn sexy... He was already getting close to climaxing, with the way she was grinding against him like that... But so slowly...

"L-Levy..." his voice came out quietly, almost in a pleading tone, "Damn it... F-Faster... Fuck...!" He was panting heavily now, craving for Levy's body, her lips, her touch, everything. Levy had to keep herself from smirking as she saw his reaction. Contrary to his demand, she only slowed down.

"Beg for it," she ordered in a seductive tone. Though she was having a hard time holding back herself, she knew that Gajeel was close to the edge, and much closer to coming than she was. Gajeel let out a serie of gasps and heavy pants, a pained look on his face.

"...P-Please... Faster, Levy... Make me cum, n-now...!" Now _**that**_ turned her on. Oh, he had earned it, alright. She started to grind their groins together as fast as she could, causing Gajeel to hiss and pant in pleasure.

"Oh, God... Fuck...! Yes, yes, _**yes**_... Gah...!" Right as he finished, cum shot out of his cock, landing on Levy's pants and even a little onto her face.

Levy would never forget his face as he was pushed over the edge: his eyes half-closed, his lips slightly parted, his head thrown back as he moaned loudly. He panted heavily as he licked the cum off Levy's face.

"You're so going to pay for that, y'little minx..." he breathed. Levy bit her lip: she knew that perfectly well. She wondered whether Gajeel knew that she was still a virgin...

She didn't have too much time to wonder: almost immediately, he attacked her neck, causing her to gasp once again. God, it felt good... Her stomach was already in knots, and her breaths came out in quick pants.

Before she could process what was happening, Gajeel had pulled off her shirt and pants and was sucking at and playing with her nipples. Levy moaned in pleasure. God, this felt good! She arched her back, willing for him to take in more of her breast. Levy had never been too confident about her chest-size, but right at that moment she really didn't care: she doubted that this would feel any better if she _**did**_ have a larger bust. Gajeel erection was now once again rubbing against her groin, though this time it was against her bare skin. Levy let another moan escape from her lips as he started to grind their hips together roughly.

Suddenly, Levy was sitting on the toilet seat, with Gajeel standing above her, his erection positioned in front of her entrance. For the first time, Levy realized just how big his cock was: how would he ever fit inside her? A wave of fear swept through Levy's mind, and she squeezed her eyes tightly shut, holding on for dear life onto Gajeel's shoulders. She even started to shiver slightly.

Had she looked up, she would've seen that the surprise on Gajeel's face quickly turned into a look of understanding.

"I'll go in slowly, okay? It'll only hurt for a bit, I promise," he whispered in a surprisingly soothing tone. But it did help Levy calm down a bit, and she was thankful for his unexpected kindness. So he did know that she still had her V-card...

Gajeel pushed in slowly, just as he had promised. She tensed up as a wave of pain erupted through Levy's body, and tears welled up in her closed eyes. It hurt...! It hurt, badly...! She bit her lip to keep herself from crying out. Gajeel waited a few beats, then pulled out of her, pushing back in almost instantly. He kept repeating this pattern, moving in a slow motion. Slowly, gradually, Levy started to feel more pleasure than pain, and started to moan in rhythm to his thrusts. Gajeel's moans mixed in with hers as he started to speed up.

"F-Fuck... Levy, you're s-so... t-tight...!" he panted, breathing heavily.

"G-God... Gajeel, f-faster...!" Levy responded, getting close to her climax. Gajeel was close as well, and sped up his thrusts.

"Oh God... I-I'm going to...!" Levy didn't have time to finish, as right at that moment, she cried out in ecstasy. With a few more thrusts, Gajeel came as well, moaning loudly as he filled Levy with his seeds. Levy still had the sanity to thank God that she had just finished her period.

Levy, exhausted from pain and pleasure, fainted, falling into Gajeel's arms as she fell asleep.

**A****/****N****: ****So****, ****yeah****, ****there ****will ****be ****one ****last ****chappy****, ****but ****that****'****s ****the ****ending ****of ****the ****lemon ****for ****this ****story****. ****My ****first ****time ****ever ****really ****writing ****a ****sex ****scene****, ****so ****please ****tell ****me ****how ****I ****can ****improve ****and ****what ****I ****did ****all ****right****. ****Thank ****you**** :) **


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